Common use of Removal for Cause Clause in Contracts

Removal for Cause. Any Trustee may be removed by the Shareholders by a Majority Shareholder Vote, and the Shareholders may, by a Majority Shareholder Vote, require the removal of any Officer, if a Finding of Cause with respect to such Trustee or Officer shall have been made and shall have become effective and shall not have been withdrawn or rescinded in accordance with the provisions of this Section 2.2(c). For purposes of this Agreement, the term "Finding of Cause" means (i) a written determination by the Shareholders by a Majority Shareholder Vote that a Trustee or Officer has committed (A) willful malfeasance in the performance of any of such Trustee's or Officer's material duties in his or her capacity as such (B) willful misconduct or fraud or (C) gross negligence which is the primary cause of a material adverse effect on the Trust, which written determination identifies with reasonable particularity the actions by such Trustee or Officer constituting such willful malfeasance, willful misconduct, fraud or gross negligence, and, in the case of gross negligence, the material adverse effect on the Trust resulting therefrom, and (ii) in the case of gross negligence, the material adverse effect resulting therefrom has continued without being substantially cured for a period of at least thirty Business Days after the date upon which such written determination was given to the Board and such Trustee or Officer; provided, however, that, (1) at least 10 days prior to submitting any such written determination, GMIMCo and the GM Investors shall consult with the President of the Trust and the senior most employee of HILP that is a Hines Designee regarding the circumstances deemed by GMIMCo and the GM Investors to be a possible basis for a Finding of Cause, and (2) any such Trustee or Officer shall have the right to dispute any determination that such willful malfeasance, willful misconduct, fraud or gross negligence has occurred and, in the case of gross negligence, that such gross negligence is the primary cause of a material adverse effect on the Trust that has not been substantially cured, and, if such Trustee or Officer commences legal action for declaratory or injunctive relief with respect to such Finding of Cause within 15 Business Days after written determination of such is delivered to the Trust and such Trustee or Officer (which 15 Business Days may, in the case of gross negligence, be extended for an additional 30 Business Days if such Officer or Trustee is diligently prosecuting a cure of such gross negligence), then the applicable Finding of Cause shall not become effective until the date upon which the dispute with respect to such determination has been resolved (whether by agreement among such Trustee or Officer, the Trust and the Shareholders by a Majority Shareholder Vote or as a result of a judgment or award in the judicial proceeding filed by such Officer or Trustee). Any determination by the Shareholders, and the effectiveness, of any Finding of Cause, may be rescinded or withdrawn at any time by the Shareholders by a Majority Shareholder Vote.

Removal for Cause. Any Trustee (a) This Agreement may be removed terminated and the Collateral Manager may be removed, without payment to the Collateral Manager of any penalty, for Cause upon prior written notice to the Collateral Manager and DBRS by the Shareholders by a Borrower or, on and after the Warehouse Closing Date, the Administrative Agent acting at the direction of the Majority Shareholder Vote, and the Shareholders may, by a Majority Shareholder Vote, require the removal of any Officer, if a Finding of Cause with respect to such Trustee or Officer shall have been made and shall have become effective and shall not have been withdrawn or rescinded in accordance with the provisions of this Section 2.2(c)Lenders. For purposes of this Agreementdetermining “Cause” with respect to any such termination of the Collateral Manager, such term will mean any one of the term "Finding of Cause" means following events: (i) a written determination willful violation or willful breach by the Shareholders Collateral Manager of any provision of this Agreement or any other Loan Document applicable to it (not including a willful and intentional breach that results from a good faith dispute regarding reasonable alternative courses of action or interpretation of instructions); (ii) violation or breach by the Collateral Manager of any provision of this Agreement or any other Loan Document applicable to it (other than as covered by clause (i) and it being understood that failure to meet any Eligibility Criteria, Collateral Quality Test or Coverage Test is not a Majority Shareholder Vote breach for purposes of this clause (ii)), that has or could reasonably be expected to have a Trustee Material Adverse Effect if such violation or Officer has committed breach is not cured by the Collateral Manager within thirty (30) days after the first to occur of (A) willful malfeasance in the performance of any actual knowledge of such Trustee's violation or Officer's material duties in his or her capacity as such breach by any Senior Authorized Officer of the Collateral Manager and (B) willful misconduct the Collateral Manager’s receipt of notice of such violation or fraud breach from the Borrower or any Agent; (Ciii) gross negligence which is the primary cause failure of any representation, warranty, certification or statement made or delivered by the Collateral Manager in or pursuant to this Agreement or any other Loan Document applicable to it to be correct when made, if such failure could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Trust, which written determination identifies with reasonable particularity the actions by such Trustee or Officer constituting such willful malfeasance, willful misconduct, fraud or gross negligence, and, in the case of gross negligence, the material adverse effect on the Trust resulting therefrom, Collateral and (ii) in the case of gross negligence, the material adverse effect resulting therefrom has continued without being substantially cured no correction is made for a period of at least thirty Business Days (30) days after the date upon which first to occur of (A) the actual knowledge of such written determination was given failure by any Senior Authorized Officer of the Collateral Manager and (B) the Collateral Manager’s receipt of notice of such failure from the Borrower or any Agent; (iv) the occurrence of an Event of Bankruptcy; (i) the occurrence of an act by the Collateral Manager or any of its officers or managers that constitutes fraud or a criminal offense in the performance of its obligations under this Agreement or any other Loan Document applicable to it (as determined pursuant to a final adjudication by a court of competent jurisdiction), (ii) the Collateral Manager being indicted for a criminal offense related to the Board commercial lending or asset management business of the Collateral Manager, or (iii) any officer, director or manager of any of the Collateral Manager having responsibility for the management or administration of the Collateral or the performance by the Collateral Manager of its obligations under this Agreement or any other Loan Document being indicted for a criminal offense materially related to the business of the Collateral Manager and such Trustee officer, director or Officer; provided, however, that, (1) at least 10 days prior to submitting any such written determination, GMIMCo and the GM Investors shall consult with the President of the Trust and the senior most employee of HILP that is a Hines Designee regarding the circumstances deemed by GMIMCo and the GM Investors to be a possible basis for a Finding of Cause, and (2) any such Trustee or Officer shall have the right to dispute any determination that such willful malfeasance, willful misconduct, fraud or gross negligence has occurred and, in the case of gross negligence, that such gross negligence is the primary cause of a material adverse effect on the Trust that manager has not been substantially cured, and, if removed from having such Trustee or Officer commences legal action for declaratory or injunctive relief with respect to such Finding of Cause responsibility within 15 Business Days after written determination ten days of such is delivered indictment; (vi) the occurrence of any other Event of Default under the Credit Agreement that results directly from any breach by the Collateral Manager of its duties under this Agreement or any other Loan Document applicable to it; (vii) the Trust and such Trustee Borrower or Officer (which 15 Business Days maythe pool of Collateral has become required to be registered as an investment company under the provisions of the Investment Company Act, in the case of gross negligence, be extended for an additional 30 Business Days if such Officer or Trustee is diligently prosecuting a cure of such gross negligence), then the applicable Finding of Cause shall not become effective until the date upon which the dispute with respect to such determination has been resolved (whether by agreement among such Trustee or Officer, the Trust and the Shareholders by a Majority Shareholder Vote or as a result of a judgment or award in the judicial proceeding filed by such Officer or Trustee). Any determination material breach by the ShareholdersCollateral Manager in violation of this Agreement; (viii) an assignment by the Collateral Manager in violation of Section 15; or (ix) the occurrence of an Event of Default under Section 6.1(h) or Section 6.1(m) of the Credit Agreement. (b) If any event listed in Section 13(a) occurs, the Collateral Manager shall give prompt written notice thereof (and in all cases within five (5) Business Days) to the Borrower, and on and after the effectivenessWarehouse Closing Date, the Administrative Agent and the Collateral Agent upon a Senior Authorized Officer of any Finding the Collateral Manager’s becoming aware of the occurrence of such event. (c) If the Collateral Manager is removed for Cause, the Borrower may be rescinded choose (subject to the right of the Majority Lenders to terminate the Reinvestment Period or withdrawn at any time by to accelerate the Shareholders by Loans and/or terminate the Commitments in accordance with the terms of the Credit Agreement), upon written notice to the Administrative Agent and the Collateral Agent if such removal is on or after the Warehouse Closing Date, to appoint a Majority Shareholder Votesuccessor collateral manager in accordance with the Appointment Procedures, so long as the requirements set forth in Section 12(e) with respect to the appointment of a successor collateral manager are satisfied.

Removal for Cause. Any Trustee The General Partner may be removed as the General Partner of the Partnership by vote of Limited Partners holding at least two-thirds (2/3) of the Shareholders by total Subscriptions if there is a Majority Shareholder Votefinal, and the Shareholders may, by a Majority Shareholder Vote, require the removal of any Officer, if a Finding of Cause with respect to such Trustee or Officer shall have been made and shall have become effective and shall not have been withdrawn or rescinded in accordance with the provisions of this Section 2.2(c). For purposes of this Agreement, the term "Finding of Cause" means (i) a written non-appealable determination by an arbitrator or court of competent jurisdiction that the Shareholders by a Majority Shareholder Vote that a Trustee or Officer General Partner has committed (A) willful malfeasance in any action relating to the performance of any of such Trustee's the General Partner’s duties under this Agreement that constitutes gross negligence, fraud or Officer's material duties in his or her capacity as such (B) willful misconduct that has had or fraud or (C) gross negligence which is the primary cause of will have a material adverse effect on the TrustPartnership. Any such removal shall be effective upon delivery of such written election to the General Partner. In addition, which written determination identifies with reasonable particularity and subject to the actions by such Trustee or Officer constituting such willful malfeasance, willful misconduct, fraud or gross negligence, and, in provisions of this Section 11.1.2 and the case other applicable provisions of gross negligencethis Agreement, the material adverse effect on General Partner may be removed as the Trust resulting therefromGeneral Partner of the Partnership without cause at the election of Plymouth Opportunity OP LP, and a Delaware limited partnership, so long as such entity directly holds not less than fifty percent (ii50%) in of the case of gross negligence, the material adverse effect resulting therefrom has continued without being substantially cured for a period of at least thirty Business Days after the date upon which such written determination was given to the Board and such Trustee or Officertotal Subscriptions; provided, however, that, that (1a) at least 10 days prior if the Key Principals and/or any other Affiliates of the initial General Partner are signatories to submitting any such written determination, GMIMCo and the GM Investors shall consult guaranties and/or indemnities in connection with the President Initial Financing and/or any other applicable financing, then such removal shall only be effective if, upon the effective date thereof, the Key Principals and/or any other applicable Affiliates of the Trust and the senior most employee of HILP that is a Hines Designee regarding the circumstances deemed by GMIMCo and the GM Investors to be a possible basis for a Finding of Cause, and (2) initial General Partner are released from any such Trustee or Officer shall have the right to dispute liability under any determination that such willful malfeasance, willful misconduct, fraud or gross negligence has occurred and, in the case of gross negligence, that such gross negligence is the primary cause of a material adverse effect on the Trust that has not been substantially cured, and, if such Trustee or Officer commences legal action for declaratory or injunctive relief applicable guarantees and/or indemnities with respect to matters arising or accruing following any such Finding removal and (b) in no event shall any such removal be permitted or effected unless the same complies with all applicable provisions of Cause within 15 Business Days after written determination of such is delivered to the Trust and such Trustee or Officer any applicable financing documents (which 15 Business Days mayincluding, in the case of gross negligence, be extended for an additional 30 Business Days if such Officer or Trustee is diligently prosecuting a cure of such gross negligence), then the applicable Finding of Cause shall not become effective until the date upon which the dispute with respect to such determination has been resolved (whether by agreement among such Trustee or Officerwithout limitation, the Trust and documents evidencing the Shareholders by a Majority Shareholder Vote or as a result of a judgment or award in the judicial proceeding filed by such Officer or TrusteeInitial Financing). Any determination by such removal without cause that complies with all applicable provisions of this Section 11.1.2 shall be effective thirty (30) days following written notice to the Shareholders, General Partner and the effectivenessLimited Partners and upon the effectiveness of such removal Plymouth Opportunity OP LP shall be the General Partner (subject to all applicable provisions of this Agreement). Notwithstanding anything to the contrary or otherwise set forth in this Agreement, upon any such removal without cause of the originally-named General Partner (that is, for avoidance of doubt, Trident 5400 FIB Management LLC), such removal shall not affect any Finding distributions payable to Trident 5400 FIB Management LLC pursuant to Section 7.2.2 (including, without limitation, any liquidating distributions pursuant to Section 10.2). Upon any removal of Cause, may be rescinded the General Partner the General Partner shall have no further obligations as the “General Partner” of the Partnership under this Agreement or withdrawn at any time by the Shareholders by a Majority Shareholder Voteotherwise.

Removal for Cause. Any Trustee may be removed by the Shareholders by a Majority Shareholder Vote, and the Shareholders may, by a Majority Shareholder Vote, require the removal of any Officer, if a Finding of Cause with respect to such Trustee or Officer shall have been made and shall have become effective and shall not have been withdrawn or rescinded in accordance with the provisions of this Section 2.2(c). For purposes of this Agreement, the term "“Finding of Cause" ” means (i) a written determination by the Shareholders by a Majority Shareholder Vote that a Trustee or Officer has committed (A) willful malfeasance in the performance of any of such Trustee's ’s or Officer's ’s material duties in his or her capacity as such (B) willful misconduct or fraud or (C) gross negligence which is the primary cause of a material adverse effect on the Trust, which written determination identifies with reasonable particularity the actions by such Trustee or Officer constituting such willful malfeasance, willful misconduct, fraud or gross negligence, and, in the case of gross negligence, the material adverse effect on the Trust resulting therefrom, and (ii) in the case of gross negligence, the material adverse effect resulting therefrom has continued without being substantially cured for a period of at least thirty Business Days after the date upon which such written determination was given to the Board and such Trustee or Officer; provided, however, that, (1) at least 10 days prior to submitting any such written determination, GMIMCo and the GM Investors shall consult with the President of the Trust and the senior most employee of HILP that is a Hines Designee regarding the circumstances deemed by GMIMCo and the GM Investors to be a possible basis for a Finding of Cause, and (2) any such Trustee or Officer shall have the right to dispute any determination that such willful malfeasance, willful misconduct, fraud or gross negligence has occurred and, in the case of gross negligence, that such gross negligence is the primary cause of a material adverse effect on the Trust that has not been substantially cured, and, if such Trustee or Officer commences legal action for declaratory or injunctive relief with respect to such Finding of Cause within 15 Business Days after written determination of such is delivered to the Trust and such Trustee or Officer (which 15 Business Days may, in the case of gross negligence, be extended for an additional 30 Business Days if such Officer or Trustee is diligently prosecuting a cure of such gross negligence), then the applicable Finding of Cause shall not become effective until the date upon which the dispute with respect to such determination has been resolved (whether by agreement among such Trustee or Officer, the Trust and the Shareholders by a Majority Shareholder Vote or as a result of a judgment or award in the judicial proceeding filed by such Officer or Trustee). Any determination by the Shareholders, and the effectiveness, of any Finding of Cause, may be rescinded or withdrawn at any time by the Shareholders by a Majority Shareholder Vote.